Current Report Filing (8-k)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported)    February 8, 2022

 

The 4Less Group, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada	000-55089	90-1494749
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

106 W. Mayflower, Las Vegas, NV 89030

(Address of principal executive offices)

 

Registrant’s telephone number, including area code     [phone]

 

not applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	FLES	OTCQB

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [_]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]

 

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The 4Less Group, Inc. is referred to herein as “we”, “our”, or “us”.

 

Item 8.01 Other Events.

 

On February 8, 2022, all of our Preferred C holders converted their Preferred C Shares into our Common Stock Shares, as follows:

 

	a)	Timothy Armes converted his 100 Preferred C Shares into 124,843 Common Stock Shares equaling 1% of our outstanding Common Stock Shares.
	b)	Chris Davenport converted his 6,075 Preferred C Shares into 7,584,203 Common Stock Shares equaling 60.7% of our outstanding Common Stock Shares.
	c)	One investor converted his 675 Preferred C Shares into 842,690 Common Stock equaling 6.7% of our outstanding Common Stock Shares.
	d)	One investor converted his 400 Preferred C Shares into 499,372 Common Stock equaling 4% of our outstanding Common Stock Shares.

 

In total, the holders converted 7,250 Preferred C Shares into 9,051,108 Common Stock Shares, constituting approximately 72.5% of our outstanding shares. After the Preferred C Conversions, we had 12,492,593 Common Stock Shares outstanding.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: February 10, 2022

 

The 4 Less Group Inc.

 

By: /s/ Timothy Armes

Timothy Armes

Chief Executive Officer

 

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